Ben and the Planet of the Ponies
by ngrey651
Summary: Gwen had insisted they go to this strange planet on their road trip through the galaxy; a planet full of ponies with odd abilities, filled with magic. It sounded fascinating! What they don't know is a strange new outsider is threatening the world...and worse still, that the pastel-coated paradise they think they've landed on isn't quite as shiny and clean as they think.
1. Planetfall

Ah, the road trip.

Complete freedom to go wherever you wanted to go. Just you, your vehicle, your friends and the open road. What more could a young buck ask for?

Well, if that road was in the stars, truly nothing! For the teenage Ben Tennyson was absolutely ecstatic about his seeing the sights with his friends, and for once, enjoying the time he spent in the galaxy. Just once, he thought, it would be nice to go a week without needing to defend himself from alien invaders, or trying to keep his precious Omnitrix from falling into evil hands, or seeking some treasure to get hold of before some supervillain lunatic got their own mitts on it.

And their first stop was one which Gwen had insisted they examine. A world evidently steeped in magical power. She leaned back in the backseat of their spaceship, cheerily grinning to herself behind her glasses as her boyfriend Kevin scratched at the stubble on his chin. "You're sure about this?" He wanted to know, tilting his head a little to the side as he looked over the book of "Natural Magic Users" that Gwen had given for him and Rook and Ben to peek over. "I mean…they're ponies."

"They're majestic, noble beings of immense power." Gwen remarked, waving a finger in the air.

"They are horses, Ms. Tennyson. Most assuredly." The faintly cat-esque alien that was Rook Blonko said, Kevin tossing him the thick black tome as Rook's yellow eyes peered over the pages that described these "Equustrians". "Yet you say they are…skilled magic users?"

"Every single pony on the planet has magic flowing through them, just like how technically every human on Earth does. But while humans need items to bring that out, they've naturally developed abilities to do it. A third of them have super strength, a third can fly and manipulate the weather, and another third is capable of incredible spells!" Gwen said as he sat up and took the book back from Rook with a big smile, waving it back and forth in the air as Rook's white face showed nothing but stupid confusion. Frankly though, this was no surprise. All of them were amazed that this was the planet Gwen had chosen of all places.

Ben was trying not to think too much about it as he piloted their ship towards the almost Earth-esque planet of "Equus", a blue and green marble with soft, puffy white clouds that ambled overhead as their spacecraft landed in an open clearing, Ben standing up and doing some stretching before heading for the exit ramp of the ship. "Alright, everyone. Now, this is Gwen's stop, so we're going to let her have fun."

"And you should probably allow her to do the talking." Rook added with a calm nod, Ben shrugging a bit but agreeing with a small nod in return.

"I had a lot of experiences with ponies growing up before I went on that fateful summer trip." Gwen remarked cheerily, putting a hand over the blue and white long-sleeve shirt she wore. "Or at least I did for three years until-" She trailed off, giving Ben a bit of an accusatory glare.

**GWEN TENNYSON'S BEDROOM, AGE 9**

"NOOOOOOOOOOOOOOOOOOO!" Gwen screamed to the heavens, tugging on her orange hair as she fell to her knees, howling like a wolf as Ben gulped nervously. He rubbed the back of his neck with one hand, the other holding a one of several dozen wrecked and even decapitated pony dolls, a baseball somehow now embedded in the ceiling above him.

"Um, er…it isn't what it looks like! I was trying to see how many times I could bounce a baseball off my foot like a hacky sack and…um…I…" He stammered.

"My babies…" Gwen whispered, Ben giving her the one he had in his hand as she looked down at it. "Butter Scotch…oh sweetie, what did he do to you?"

"Uh…your stable survived!" He said, pointing over to the corner where her "stable" for holding several other ponies laid, the red and white little building still untouched until the baseball fell down, bounced off Ben's head and crashed into the stable, collapsing it in a heap as Gwen rose up, clenching her fists.

"Just out of curiosity?" She asked in a sickly sweet voice. "Where is that baseball bat now?!"

**PRESENT**

"The worst part is I then had to sit through 32 pony funerals." Ben mumbled quietly as Kevin began laughing so hard his knees literally buckled, finally being silenced when Gwen gave him a dark glare, a sharp contrast the beautiful bright sunlight that shone down on them all. Equus was evidently a land of milk and honey, with dazzling sunlight dancing off dew-drop-kissed blades of tender green grass. The plains of Equus stretched far, even around the hamlet villages that littered the landscape, looking like a delightful blend on 1950's America and 1770's at its best, cobblestone roads past every store and home with a big, wooden sign that read "Welcome to Trottsdale" in front of the town they'd landed nearby.

"Trottsdale? Why would they name their town such an obvious play upon words that pertains to ponies?" Rook wondered aloud before taking notice of a large amount of, sure enough, pony-like beings making their way towards them. Hooves, different-colored manes, big, cheery eyes, yet all of them had different color schemes that weren't quite the same as normal horses.

Far from it! Why, some were outright blue or orange or green! A few were wearing clear and obvious clothing or had horns in the middle of their forehead, giving away their obvious unicorn-ness. And on top of that, there were a few Pegasi guards decked out in golden and blue armor that were flying down alongside an immensely tall, regal and resplendent Equustrian with both full, lovely wings and a fine long horn that were both as white and pure as her fur. She gave a deep bow, her mane like a flowing rainbow river before holding her majestic head high, spreading a hoof outward.

"Greetings and salutations! I am the Solar Regent! And I welcome you, visitors! Welcome to Equustria!" She proclaimed, laying a golden-horseshoed hoof upon her chest. "It's always nice to welcome new faces. Especially ones who have such a clear mastery of magic. Why, it's written all over your soul." The Solar Regent intoned with her soft-spoken yet wise voice, gesturing at Gwen as she blushed.

"Really? Y-You can tell?" Gwen asked quietly.

"Of course. Your aura is very clear and very radiant. We could most definitely use your assistance here on this planet, your timing is truly fortuitous. We've had a very nasty, monstrous offworlder who's been harassing our people. Should you encounter her, could you possibly put her in her place?" The Solar Regent went on, the other assembled ponies in the crowd all nodding as one.

"Oh yeah, she's awful!"

"She's so mean!"

"What a nasty person!"

"Odd fashion sense, too."

"Who wears tie-dye?"

That got Ben interested, his head tilting slightly to the side as he saw a chance to perhaps do what he did: hero time. "I'm Ben Tennyson. You might have heard of me?" He spoke up, as the Solar Regent looked him over. "Kinda saved the universe a bunch of times."

"Well then you can definitely help your friend here, correct?"

"Well…I suppose. If that's what you'd like." Ben said, slightly saddened that they didn't seem to think much of him. "I've got the ability to turn into a variety of aliens who could help."

"Oh, that is quite interesting." The Solar Regent said, tilting her head slightly to the side herself, pursing her lips a little. "Please excuse me if we've not heard of you, we don't really interact much outside the solar system we're in. Why, we don't even have basic galactic cable."

"You monsters." Kevin grunted under his breath.

"Ignore him, he'll live without a few days of "I Hate All Your Children"." Gwen said quickly, waving a dismissive hand in the air. "I give you my word as Gwendolyn Tennyson that I and my cousin Ben, my boyfriend Kevin Levin, and our dear friend Rook Blonko will do all we can to assist you with this dangerous offworlder you're worried over. We see her, we'll make things right." She promised, speaking in a dramatic tone for emphasis as she raised a hand up, closing her eyes as all the ponies seemed to like this, bowing all at once around them as Rook scratched his head.

"They seem to have a great enjoyment of melodrama and regal affairs." He intoned as the group watched the large crowd of ponies walk off, one of the horsey crowd being left behind, a grey-furred stallion with deep blue eyes and even darker blue hair who's hooves seemed to be wrapped in bandages, a headband covering his forehead. "Yes, sir?"

"Listen." The stallion said quietly. "The outsider is…very dangerous. Seriously. Don't try anything stupid with her. If you do see her, I recommend you find me at my home and we discuss it. I don't want the others freaking out." He said, whispering quietly before turning around, dark cape flowing behind him. "I'm on the outskirts of town by the large oak tree. White house with the moon mailbox. Can't miss it."

The colt walked off, giving them a small wave as Ben scratched his head. Odd. The way he'd talked had sounded kind of "off". Ben couldn't put his finger on it, but it was almost as if he wanted to study the "outsider" the Equustrians were worrying about.

Ah well. Ben shrugged, turning to the others. "We should split up. I mean, let's be honest. This is a pastel paradise, I really doubt we'll encounter some kind of monster the four of us couldn't handle on our own, and even if we did, we've all got our Plumber's communicator badges." The brown-haired teenager said, pointing at the black and white badge strapped to his belt, all of them giving him a nod.

"Okay, we'll split up, meet back here in an hour?" Gwen offered.

"Sounds fine to me. I wanna see if there's anything interesting around here." Kevin said.

"I shall be most interested to explore more of their cozy-looking town." Rook added, and with that, all of them made their way in different directions, unaware of just what they were getting themselves into…

…

…

…

…Gwen Tennyson made her way smoothly towards the natural forest path, whistling a bit as the wind blew through her hair. It was a lovely day out here on Equus, with birds a-chirping, bees a-buzzing, everything seemed picture-perfect like a Hallmark card given life. Better still, all of the creatures here seemed amazingly well behaved.

"Bob, I said "sit"." A yellow-furred pegaus remarked, waving a hoof in the air as a bear sat down with the rest of his friends as they all nodded together on the Pegasus's mark at Gwen as she passed by, cheerily waving. "Have a good time in our forest!" The Pegasus cheerily intoned. "And a lovely day!"

"Oh, thank you!" Gwen said, smiling back at the cheery blue-eyed pony as she began to hum a little, hearing the Pegasus leading the bears in a kind of chorus in the background, each of them letting out a roar of just the right note.

In fact, it almost sounded sort of like-

"_**Into the woods, It's time to go, It may be all In vain, I know. **_

_**Into the woods-But even so, I have to take the journey! **_

_**Into the woods, The path is straight!"**_

"We know it well!" Several ponies remarked, trotting by Gwen as she twirled about, waving back at them with a smile.

"Yes, I could tell! Into the woods, a simple spell!" Gwen snapped her fingers, eyes briefly glowing a pinkish shade as a gigantic pink arrow formed in the air of soft indigo light, pointing the way she needed to head towards. Smiling in pride, Gwen stepped up her stride, continuing to cheerily sing.

"_**The way is clear, The light is good,  
>I have no fear, Nor no one should.<br>The woods are just trees,  
>The trees are just wood. No need to be afraid here-" <strong>_

She stopped for a moment, turning about. A crack had rippled through the air and she inched towards it's direction, pushing aside some bushes, an eyebrow raised up.

"Is there something in the glade there?"

A spider looked up at her, blinking a bit before pulling out a very tiny boquet of flowers, Gwen staring at this before picking them up.

"Oh! Thank you." She remarked, giving him a little thankful nod before heading back onto the path, pocketing the flowers and practically skipping along the way.

"_**Into the woods, without delay,  
>But careful not to lose the way.<br>Into the woods, who knows what may  
>Be lurking on the journey?<strong>_

**_Into the woods to get the thing_**  
><strong><em>That makes it worth the journeying.<em>**  
><strong><em>Into the woods! Into the woods! Into the woooods!"<em>**

And then she stopped, blinking in surprise. A clearing had been forcibly burned away in the middle of the woods, fire and flame making an enormous charred hole in the midst of the forest. Smoke rose from ashes all around her as she crouched down, blinking in surprise, for something clearly wasn't right. It wasn't just that a perfect circle had been formed out of a strange kind of fire, oh no. The ground itself had been…slightly collapsed. As if an immense weight was leveled down on top of it, threatening to collapse the forest floor. Had some kind of meteor struck here? Was this that outsider's work?

And more importantly-

"So, um…"

Gwen rubbed the back of her neck as she and the others sat inside the spaceship, eating some snacks, Ben sipping on one of several "Mr. Smoothy's" he'd brought with him for the trip.

"Did anybody, er-I-um…start singing?"

All of them froze in place.

"Holy crap." Kevin gasped out.

"I thought it was just ME!" Ben exclaimed.

"You as well?" Rook murmured. "I could not help myself!"

"I'm not going nuts after all. I just couldn't help it, it bubbled up inside me and I had to let it out!" Gwen said, putting her hands on her chest, shaking her head back and forth in confusion. "I don't get it! Why would I feel the need to sing here?"

"Yeah, it was weird." Kevin murmured. "Not that I sang that much but…still."

"What **did** you sing?" Ben asked, a mischevious glint coming to his green eyes as Kevin frowned, turning his black-haired head to the side.

"I ain't telling all of you. It was embarrassing!"

"You sang Greased Lightning, didn't you?" Gwen quietly asked, raising an eyebrow up, giving a small smirk as Kevin went "eep", turning even paler than Rook's face as Ben began to laugh so hard HIS knees buckled, and then he shot smoothy out of his nose.

"Ow! Sonofa!"

"I would rather not discuss what I sang. Revonnahgand music is quite…loud." Rook said, his white and faintly violet face blushing a bit. "Very. Very loud. Also quite dirty."

Everyone immediately whipped their head in his direction, eyes widening. "Wait. Your people, like, the squeaky-cleanest, plain-old-farming-type folks in the galaxy…your music is dirty? How?" Ben asked.

"Our first and most famous songs were part of official challenges done for the combat art of Revonnah Kai. We would lay verbal waste to our opponents for all to hear. It was to show our minds were as keen as our blades. There is quite a lot of lyrics centering around, what is the Earth phrase? "Your mother" insults?" Rook mumbled nervously.

"_**She had a nice lance that I sat upooooon!  
>The maiden from Fasolt who was also thy mooooom!"<strong>_ A voice rang from outside, Rook blushing deeply, visibly shrinking in his chair as they looked outside, seeing that same colt from before holding up a video camera.

"We might not have basic cable…but we do have internet. This is gonna go up on Colttube."

_"I WANT THAT FILM!"_ Rook screamed out, diving after him as he raced off...

None of them aware of who was watching from afar, flames slowly rising off her body.

"So they brought in mercenaries or something, huh? Well, fine. If they want to play rough…so can I."


	2. These Lips Are Sealed

Luckily for Rook, he'd been able to tackle the pony he'd been chasing down just outside of his home and had captured the video camera. He had long since crushed it into a pulp and was now picking apart the pieces like it was a jigsaw puzzle he was trying to destroy for being so frustrating, nonchalantly whistling as he did his deed, Ben pacing back and forth.

"Maybe it's just us. I mean, maybe it's just that since we're from off-planet, we're affected by something in the air or whatever that the people of this planet aren't." He reasoned, Gwen raising an eyebrow up in surprise, Kevin blinking as he shot up from the map of the town he was looking over, Rook dropping the remnants of the video camera. "What?" Ben asked.

"You just said something very reasonable, intelligent and level-headed." Gwen remarked, tilting her head slightly to the side. "It's just-"

"You are positive you are Ben? You have not been replaced with Albedo again, have you?" Rook inquired, looking Ben over suspiciously, lifting an arm up as Kevin smirked.

"Yeah, I mean, you're not known for the bright ideas."

"Hey, I'm not as dumb as I used to be-I mean I was never stupid-GAH!" Ben threw his hands in the air. "It might just be us. Is there a way we can check?"

"One minute." Gwen said, heading out of the fairly dark confines of their spaceship, whistling a bit as she stepped out, going from the greyish/blue of the ship's interior to the bright dazzling color palate of the world of Equustria, taking notice of a grey-furred pony with a blonde mane who had a bag slung around her shoulder and was whistling a tune as she approached a few other ponies not too far off.

"Um…it's a very nice day, I have to say." Gwen spoke up to the pony as the mailwoman turned and cheerily smiled back, her eyes rather wonky in how they came across, a big, cheery smile on her features. "A beautiful morning on your planet. You must all be very proud of how well-kept up the place is!"

"Yes, it's an inky-dinky-doo-dah-morning!" The mail-pony remarked.

**_"Morning! Morning! Morning!"_** The other ponies began to sing out, bobbing up and down in perfect synchronization, Gwen blinking a bit as she took it all in, adjusting her glasses ever-so-slightly.

**_"Inky-dinky-doo-dah-morning!"_**

**_"Morning! Morning! Morning!"_**

**_"Inky-dinky-doo-dah-morning!" _**

**_"The air is bright, and fresh and sweet!" _**The cross-eyed pony proclaimed as she pulled out a letter from her bag again and again, passing it to a pony with every single word in her song before twirling about to throw her hoofs high in the sky, smiling broadly at Gwen as she gave her a great, big hug. **_"Why I could even smell your feet! Cuz it's an inky-dinky-doo-dah-morning!" _**

**_"Morning! Morning! Morning!"_**

"It's not just us." Gwen said, returning a few moments later, the pony still hugging her tightly as Gwen blushed. "Um…why are you still clinging to me?"

"You smell like muffins."

"…getcher hands off my girl." Kevin said quickly, with a slight growl as the pony let Gwen go, Gwen about to object with a classic "I'm not YOUR girl", annoyed he was almost objectifying her before Kevin held his hands up. "I didn't mean it like that, Gwen. I'm sorry."

"Oh, you're learning!" Gwen cheerily intoned. "Phew. Look, uh…sorry, didn't get your name-"

"Ditzy Doo! But everyone calls me "Derpy"." Derpy said, extending a hoof as they all nervously shook it. "What can I help you with?"

"Why is it that people are always singing around here?" Ben asked, folding his arms over his chest as he tilted his head to the side, green eyes slightly narrowed. "Mind explaining that?"

"Oh! That's easy!" Derpy laughed, clapping her hooves together as she gestured for them to follow her out of the ship. The gang all glanced at each other in confusion, shrugging before exiting the ship and heading into Trottsdale, unaware that a faint roll of thunder was beginning to echo over the nearby hills.

It wasn't long before Derpy had led them into an immense castle that towered high into the heavens, with ramparts that threatened to stab into the sky itself like pointed knives. It was all regal and elegant, flowing banners flapping freely in the wind upon a golden-plated roof, with a neat, well-swept pearly floor beneath their feet as they walked inside. Statues of brave knights lined the walls, all somehow bowing in reverence to whatever visitor may walk inside as they approached what was unmistakably the throne room of the Solar Regent, who was currently speaking to a round table filled with various ponies who appeared to be of great import, for all of them wore jewelry that positively emanated magical might. It wasn't just the fact that they were faintly glowing, or the unique shine off the golden frame of the jewelry. It wasn't simply the soft hum that seemed to waft up from the different-colored jems, or how big and beautiful they were. It was a sensation in the group that was bubbling up, a sense of pure, absolute, overwhelming power that couldn't be denied. These gems were the real deal.

"Ms. Celestia, I hate to interrupt your day, but the newcomers wanted to know why there's so much a-singin' in our little town! Nobody told them about the Elements!"

The Solar Regent visibly blushed as she put a golden-horseshoed hoof over her muzzle. "My sincerest apologies! I forgot. The Outsider we warned you about keeps disparaging our elements and yet we never took the time to tell you about them! Or their little side effects." Celestia said, standing up as the various ponies at the table did as well.

"My name is Twilight Sparkle." Twilight said, putting a hoof on her chest, the purple unicorn bowing deeply before them all, wearing an elaborate and majestic dress with glittering stars woven into the fabric to match her deep indigo eyes. Her mane was a deep purple with a faint red streak through it, and most interestingly of all, they could see wings beneath the dress just faintly poking up. "I'm Celestia's right hand mare and Bearer of the Element of Magic. All of my friends bear Elements of Harmony, which help guide our people, provide a great deal of magical power to our world, and which can be used as a last minute resort against foes."

"As a side effect though, things can get a little wacky 'round here. Real sorry we didn't tell ya. Reckon we shoulda. Especially me. I'm Applejack, I'm bearer of the Element of Honesty, and not telling people the whole truth about something is darn near just as bad as a lie. " An unmistakably country girl remarked, bowing and taking off the Stanton hat atop her head, showing off her blonde ponytailed hair and her comforting green eyes. She had freckles on her face and a sense of honesty and realness about her that made Ben feel she was more on "his level". "Again, I'm real sorry I wasn't there."

"So these Elements." Ben murmured, rubbing his chin. "They cause stuff like "random singing"?" He asked.

"Oh yeah, and they help make the animals feel a lot nicer towards others, they often keep the weather nice, all sorts of things! The singing's just something you get used to."

Gwen scratched her head. It was odd. Why had "Natural Magic Users" not expounded more on this? The author, Absalom Raleigh Kadabra, had only been on the planet for a few days, but surely he would have noticed that you'd begin to sing if you hung around the place long enough. But he hadn't mentioned that, nor any "elements of harmony". Why not? And why only stay a few days, when the people here seemed so cheery and-

"The Outsider you're worried about hates the Elements of Harmony? Uh…why?" Ben asked.

"These lips are sealed." Applejack said nonchalantly before blinking a bit and tilting her head slightly to the side. "I mean…wait, what?"

It was then that the entire building shook, nay, the entire town seemed to feel it as everyone tensed up, glancing about as Celestia's eyes narrowed. "The Outsider is here. She's using her infernal powers to affect the gravitational force of our town!"

"She has powers over gravity?" Gwen murmured, realizing it was much harder to move about at the moment, her arms and legs felt so much heavier, even just standing up was becoming something of a strain as she cringed. "Ben, Rook, Kevin, we need to get out there and stop her. Can you tell your people to get away from our fight? Things could get ugly, fast." She asked of Celestia. "We don't want innocent people in the crossfire!"

Celestia bowed her head, stretching an arm out. "Absolutely. Come, my little ponies! Alert the good townsfolk, we've got to evacuate temporarily!" She said, all of the assembled ponies and the guards by Celestia's side struggling but, sure enough, getting out of the various doorways and windows nearby as our heroes bolted for the front door, Ben at the forefront as he spotted their opponent making her way down the street, the cobblestone road cracking beneath her black-taloned feet as her body slightly swayed back and forth.

The wind was ripping up around them to boot, blowing her thick brown hair about as she stared at Ben with deep black eyes which had a greenish tint at the bottom, a deep blue jacket with gold trimmings on her well-built chest, a chest which was exposed and showing off greenish-furred skin on her…save for the front chest itself, which was thick, hairy and grey, yet still showing off a surprisingly lovely pair of breasts.

Yet despite the intense glare, the sharp, unretractable black claws on her hands and the pure power that emanated from this alien being-

"You're wearing tie-dye?" Kevin chuckled as the female alien folded her arms over her chest, her tie-dye pants vibrant and colorful as he cracked his knuckles and grabbed hold of a nearby pillar of the castle, absorbing the texture as he became a pearly, almost white-knight esque scruffy warrior of renown, a big, s—t eating grin on his face that made it clear he didn't think she stood a chance. "Come on. I mean…really? There's enough pastel in this Ponyville. We don't need more of it."

"I don't want to hurt you. Just stand aside and let me at that royal pain in the ass and we can call this a wash, alright, kid?" The female alien said, her voice slightly rough, like an elder sister that seemed to know more than you.

Kevin stepped forward, the alien holding a clawed hand up and clenching it tightly as the gravity around him focused even more, Kevin being forced to his knees as the alien shook her head. "Your mutant powers don't scare me. So get out of here before I go Sentinel on your behind."

"The sentinels always lost in the X-Men universe." Ben said with a grin as the "alien watch" that was the Omnitrix glowed brightly on his wrist and he slammed his hand down onto it, his form shifting and bulging, his head bulging out even larger than the rest of his body as he transformed into an almost "Thing of the Fantastic Four" esque alien, with rocky, brick-like reddish/orange body, a toothy mouth, and a red, swirling, lava-lamp esque magma core exposed upon his chest. **"GRAVATTACK!"** He proclaimed, snapping his fingers as the gravity in the immediate area began to ease up, the alien frowning slightly as he grinned toothily at her. "You're not the only one with skills, tie-dye."

"You're going to lecture me on clothing when you're wearing those dorky, thick, green and black shorts?" The alien asked, Gravattack looking down at the shorts he was wearing, frowning a bit as a blue-furred pony with vibrant rainbow hair shot down by Kevin's side, Gwen looking in surprise at the Pegasus as she cracked her neck back and forth and took up a fighting stance.

"I'm here to help. Name's Rainbow Dash, Element Bearer of Loyalty, and I'm the best darn fighter in town. So Celestia thought I should help." She reasoned to them.

"Good idea. Ben, keep her from using her gravity skills." Gwen called out. "Rook, you and Kevin and Rainbow Dash get her, I'll work up a spell to try and seal her away." Gwen said, reaching into a small bag she'd brought with her, eyes glowing pink with magical power as Rainbow Dash smirked and advanced forward with Kevin, Rook holding up a pair of hadncuffs high as he approached the alien as well. All three were now on different sides of the interloper as she glanced left and right at them, Rook's eyes steely and cold.

"I will give you only once chance to surrender, criminal." He informed her. "Attacking Plumbers is a grievous offense. Your powers will not work now and you are completely outnumbered. It would be in your best interest to surrender."

"Yeah. But see? You're outclassed." The alien said, cracking her own knuckles before twirling around in a circle, Rainbow Dash grabbing hold of Rook, helping him drop down as Kevin was knocked back. Luckily he was still transformed, but even he was surprised…for the alien had been alit with a burning pillar of flame that had coiled around her like a snake, and she was now holding up two fists alit with fire as she rushed at Kevin, laughing happily.

"You think you're too hot to handle, huh?" Kevin wisecracked with a dark grin, catching one of the fists and ducking to avoid the other, only for her to headbutt him, the two reeling back as she groaned. "OW! Your head actually hurt my head! My head! When I'm like this!?"

"Nobody wins with a headbutt." The alien muttered before Dash managed to kick her in the back, Rook doing a sweeping kick that sent her spiraling through the air, flopping to the ground. She growled, Rook diving forward, his special "Omni-Tool" extended to the pole setting as he tried to bring it down onto her head to knock her out, the alien reaching up, catching it as his eyes went wide in surprise. She twisted, knocking him away as Rainbow Dash flew up into the air to get a good position to dive-bomb the alien as she faced down Kevin, the two circling each other as Gwen began to chant, a pinkish aura rising off her entire body as Ben kept focusing his Gravattack powers.

But it was becoming difficult. He could sense he was running out of time, the Omnitrix would only have him remain like this for so long! "You guys better hurry!" He called out to Kevin and Rook and Rainbow Dash as Dash tried to swing down, the alien ducking just in time as Kevin swung his fist-

The alien catching it as she smirked.

**_"This fight is gonna end like all my arguments do, _**

**_with a guy on his back, cuz he just got screwed!"_** She proclaimed, kicking Kevin on his back as she wagged a claw in the air as she stood over him with a big grin on her features, showing off sharp fangs.**_"I drew a map, motherfucker, and I'm reading it too! Gives me specific directions how to fuck with you!"_**

**_"Our town was fine 'til you had to go along and wreck it!_**

**_So please, just shut your face for ten seconds!"_** Rainbow Dash snarled out, shooting through the air, delivering a series of punches at the female alien as she kept backstepping over and over again to avoid the onslaught of attacks, only for one of them to connect, knocking her into a mailbox, Derpy groaning as she peeked out from an alleyway, tugging her face down slightly with a hoof. "Oh, buckit!" Dash raced towards the alien, who held up a fist as a blazing wall of fire shot up in front of her, Dash sweeping up to avoid slamming into it as she glared down below._** "I don't know what the Tartarus it is that you want, but bring it on bitch, cuz this mare likes it hot!" **_

**_"You think you can beat me, you ain't got no chance!_**

**_I'm powerful than you and I'm wearing tie-dye pants!"_** The alien proclaimed, pointing down at herself before holding up a hand, doing the "bring it" gesture at Rainbow Dash. _**"So go ahead, take your shot, cuz I'm sure that you'll miss! If you weren't in my way, I wouldn't have to get pissed!" **_

_**"Can you all hurry up, I can't keep holding her back! And it won't be long before I'm no longer Gravattack!"**_ Ben yelled out, cringing a bit, sweat beginning to trickle down his enormous brow. _**"Gwen, you have a spell for this somewhere in your pack? Because we really need something to get her off our back!" **_

_**"Let's see if this is something she can swallow, since my last magic tricks were a tough act to follow!" **_Gwen laughed, standing up tall as pinkish/purple magical power rose up around her, Rainbow Dash and Kevin standing back as the alien launched herself forward, enveloped in fire before Rook shot forth, his omni-tool converting back to its pistol form as it shot forth a wire to wrap around her pants leg. The alien was halted in midair, flopping to the ground as Rook struggled to keep her still, Gwen holding her hand forth at the strange being.**_ "You did a pretty nice job lady, getting this far! But now let's see how powerful you really are!"_**

And with that, she clapped her hands together as two immense fists of pure magical force shot forward, slamming into the alien being, sending her rocketing through the air with the force of a thunderclap. Gwen sent the Outsider spiraling backwards, slamming through several houses with loud crunching cracks, a library, the post office-

"OH, BUCKIT!" 

And, at last, she collapsed in a heap by an alleyway, moaning as she struggled to her feet, her jacket torn and ravaged as she tried to get to her taloned feet, panting and heaving as she took off her jacket, tying it around her waist as she clenched her fists, eyes narrowing as Ben reverted back to normal, racing towards her as she stood up. She dusted herself off, taking in a few deep breaths as Rook raced alongside Ben, Kevin helping Gwen up, the spell casting sorceress having fallen slightly down from the immense use of pure power as Ben and Rook faced the alien down. "You want some more?"

"You should have stayed out of the way. I wasn't interested in hurting you. I just wanted the Elements." The alien said, cringing as she clutched at her chest, taking notice of a nearby sewer grating, getting an idea.

"Why do you even want them?" Rook demanded to know. "What possible purpose could that serve?"

"The Elements of Harmony are the biggest damn threat to people like yourself and you don't even realize it. They'll get you killed. They are, pure and simple…pure f—king evil!" The alien snapped. "You think it's all fun and games, smiling and dancing and singing, but just wait until you spend more than a few days on this planet and you realize how…" She cringed, coughing suddenly, Ben feeling a sudden shudder go through him as Rook slightly reeled back, the Outsider slowly getting back to her feet as a few ponies and colts and fillies began to approach them, the alien looking squarely into Ben's eyes. "Through powerful magic, the secret's concealed. I wish to say more, but my lips are sealed."

"Wh-what?" Ben murmured.

**FA-FWOOM! **A circular blast of fire that sprung up around the alien like a ring, expanded to cover her escape into the nearby sewer grating as she blew through it, her words echoing through the air as the ponies around whispered amongst each other, Ben blinking as he stared at where the outsider had gone.

That phrase…he'd heard that before...

_"These lips are sealed."_


End file.
